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HomeMy WebLinkAboutFIN 2018-11-06 Item 2A - Agreements - Prosecution, Public Defense and City Attorney Services / Sound Cities Association and Alliance One Lease AgreementsAllan Ekberg, Mayor TO: Mayor's Office - David Cline, City Administrator Mayor Ekberg Finance & Safety Committee FROM: David Cline, City Administrator DATE: October 26, 2018 SUBJECT: Contract for Prosecution Services BACKGROUND Since 2011 Kenyon Disend has subcontracted prosecution services. As of August 31, 2018, they discontinued providing any prosecution services. At that time, the City entered into a short-term agreement with the Walls Law Firm, who had been subcontracting with Kenyon Disend, for the remainder of the 2018. The City advertised a Request for Qualifications and Proposals for Prosecution Services for 2019 - 2020 in the Seattle Times and the Daily Journal of Commerce and with the King County Bar Association and the Washington Association of Prosecuting Attorneys. DISCUSSION The Walls Law Firm has provided prosecution services to the City of Tukwila for several years through a contract with Kenyon Disend. When Kenyon Disend decided to discontinue providing prosecution services the City opted to take the opportunity to go through an RFQ/RFP process. The Walls Law Firm was the only one to submit a proposal. The Walls Law Firm's proposal highlights their prosecution philosophy: Consequences to discourage wrongdoing, rehabilitative requirements to reduce recidivism, and protection of victims and the community, which aligns with the City's Strategic Plan. They are committed to providing effective prosecution that is mindful of the City's resources yet innovative in meeting new challenges as they arise. In conjunction with the City's efforts to reduce 2019-2020 budget expenditures by three (3) percent, the Walls Law Firm has proposed to provide prosecution services at a rate of $13,100 per month which represents a three (3) percent reduction from their current monthly rate of $13,500 per month. City staff recently conducted a survey comparing prosecution costs from local jurisdictions and found that this is a comparable rate. While only one proposal for services was submitted, the proposal includes all the services required by the City to provide quality prosecution services, the attorneys have extensive prosecution experience and have established positive working relationships with the Municipal Court, the Police Department and the Public Defense Attorneys, and the proposed rate of compensation is Tukwila City Hall • 6200 Southcenter Boulevard • Tukwila, WA 98188 • 206-433-1800 • Website: TukwilaWA.gov Memo re: Contract for Prosecution Services October 26, 2018 Page 2 comparable with other local jurisdictions. For those reasons, City staff is recommending acceptance of the proposal from the Walls Law Firm for prosecution services. RECOMMENDATION The Committee is being asked to move this contract forward to the consent agenda of the November 19, 2018 City Council Meeting for approval and authorization for execution by the Mayor. ATTACHMENTS Draft Contract for Prosecution Services for 2019-2020 2 Phone: 206-433-1800 • Email: Mayor@TukwilaWA.gov • Website: TukwilaWA.gov City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Contract Number: CONTRACT FOR PROSECUTION SERVICES This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and the Walls Law Firm hereinafter referred to as "the Contractor. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, ordinances and rules applicable to the performance of such services and the handling of any funds used in connection therewith including the provisions of the Washington Supreme Court Order 25700-A-1013 and the public defense standards adopted by the City pursuant to TMC 2.70. Compliance with these standards goes to the essence of this Agreement. The Contractor shall request and obtain prior written approval from the City if the scope of services is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. 3. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing January 1, 2019 and ending December 31, 2020 unless sooner terminated under the provisions hereinafter specified or extended by the express written consent of Contractor and the Mayor or his designee. 4. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or Walls Law Firm 2019-2020 3 Page 1 of 8 contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 5. Indemnification. The Contractor shall defend, indemnify and hold the City, its officers, agents, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of thisAgreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 6. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Professional Liability Insurance: The Contractor shall procure and maintain in full force throughout the duration of this Agreement Professional Liability insurance with a minimum coverage of $1,000,000 per claim and $3,000,000 aggregate. Contractor shall provide evidence of such coverage in a manner and form acceptable to the City in the City's sole discretion. Cancellation of the required insurance shall automatically result in termination of this Agreement. 2. Automobile Liability: The Contractor shall procure and maintain in full force throughout the duration of this Agreement Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 4 Walls Law Firm 2019-2020 Page 2 of 8 3. Commercial General Liability: The Contractor shall procure and maintain in full force throughout the duration of this Agreement Commercial General Liability insurance with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 1185 or an equivalent endorsement. There shall be no endorsement or modification of the Commercial General Liability Insurance for liability arising from explosion, collapse or underground property damage. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 3710 01 or substitute endorsements providing equivalent coverage. 4. Workers' Compensation: The Contractor shall procure and maintain Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. D. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. E. Subcontractors. The Contractor shall have sole responsibility for determining the insurance coverage and limits required, if any, to be obtained by subcontractors, which determination shall be made in accordance with reasonable and prudent business practices. F. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. 7. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of Walls Law Firm 2019-2020 5 Page 3 of 8 any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 8. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shalt be subject at all times to inspection, review or audit by law during the performance of this Agreement, to the extent permitted by law. 9. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 10. Discrimination Prohibited. The Contractor, with regard to the services to be provided under this agreement, shall not discriminate against any employee, applicant for employment, on the basis of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the presence of any sensory, mental or physical disability in the selection and retention of employees or procurement of materials or supplies. 11. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 12. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 13. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 14. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 6 Walls Law Firm 2019-2020 Page 4 of 8 Notices to the Contractor shall be sent to the following address: The Walls Law Firm 16300 Christensen Road Suite 360 Tukwila WA 98188 15. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this day of , 2018. CITY OF TUKWILA CONTRACTOR Allan Ekberg, Mayor Aaron Walls, Attorney, WSBA No. 25266 ATTEST/AUTHENTICATED: APPROVED AS TO FORM: Christy O'Flaherty, City Clerk Rachel Turpin, City Attorney Walls Law Firm 2019-2020 Page 5of87 EXHIBIT A - SCOPE OF SERVICES 1. Review, make filing decisions, and file all Tukwila Police Department reports involving misdemeanor and gross misdemeanor crimes and represent the City on all contested traffic hearings. 2. Appear at all criminal calendars in Tukwila Municipal Court on behalf of the City of Tukwila including but not limited to: in-custody/out-of-custody arraignments, pre-trial hearings and motions, readiness hearings, bench and/or jury trials, sentencings, review hearings and appeals. 3. Conduct investigations, contact witnesses, conduct plea bargain negotiations and make appropriate plea offers consistent with the laws and regulations as well as City of Tukwila standards and policies, make sentencing and bail recommendations to the Court, prepare and present legal memoranda, subpoenas, jury and other related materials, argue motions, represent the City at restitution hearings, conduct bench and/or jury trials. 4. Administrative functions relating to criminal prosecution and contested traffic hearings such as creation and maintenance of files, and completion of discovery requests. All files shall remain property of the City and shall be returned to the City upon termination of this Agreement or upon request by the City. Contractor shall retain all records in accordance with Washington State document retention laws. 5. Provide legal research, training and assistance to the Tukwila Police Department including statutory interpretation, enforcement issues and case decisions. Attend police department administrative staff meetings as requested. 6. File and defend appeals of municipal court decisions. 7. Contractor agrees to attend seven (7) hours of prosecution focused training each year. This requirement also applies to all associate counsel. Each Attorney will submit a copy of their Continuing Legal Education (CLE) Credits transcript from the Washington State Bar Association (WSBA) with the Annual Report. 8. Reporting: Contractor agrees to submit the following reports: • Monthly Statistics Reports: This report shall take substantially the same form as that attached hereto as Exhibit C and shall be submitted with the monthly invoice; • An Annual Report detailing the number of cases filed for the year, the number of cases referred for pre -filing diversion, the number of cases where pre -filing diversion was successfully completed, the number of cases where stipulated orders of continuance or deferred prosecution was agreed to and the number of cases dismissed. 8 Walls Law Firm 2019-2020 Page 6 of 8 EXHIBIT B - COMPENSATION AND METHOD OF PAYMENT 1. For all prosecution services set forth in Exhibit A, Contractor shall be paid a flat monthly fee of $13,100. 2. The Contractor shall invoice the City by the 10th day of each month for the previous month services. Walls Law Firm 2019-2020 Page 7of89 EXHIBIT C - PROSECUTION MONTHLY REPORT CASES New Filings Cases Declined PRE -FILING DIVERSION Referred for pre -filing diversion Successful completion of pre -filing diversion DISPOSITIONS Deferred Prosecution SOC/ Pre -Trial Diversion Agreement DWLS 3 Amended to Infraction Dismissals prior to Readiness TRIALS SET TRIED Stipulated Facts Trial Bench Trial Jury Trial Dismissals - Post Readiness/Day of Trial '°�% ' % 10 Walls Law Firm 2019-2020 Page 8 of 8 Allan Ekberg, Mayor TO: Mayor's Office - David Cline, City Administrator Mayor Ekberg Finance & Safety Committee FROM: David Cline, City Administrator DATE: October 26, 2018 SUBJECT: Kirshenbaum & Goss, Inc. P.S. Contract for Public Defense Services ISSUE The current contract for public defender services provided by Kirshenbaum & Goss expires December 31, 2018. Attached is a proposed contract for 2019-2020. BACKGROUND The City of Tukwila contracts for public defense services providing legal representation for indigent criminal defendants who qualify for appointment of counsel from the time of screening for eligibility through trial, sentencing and appeals to the superior court, if necessary. DISCUSSION As Council may recall, Public Defense Standards were adopted by the Washington State Supreme Court effective January 1, 2015. These standards delineate the number of cases each attorney can handle per year and mandates that compensation include administrative and training costs. In addition to the new Public Defense Standards the federal court decision, Wilbur v. Mt. Vernon also mandates significant changes to public defense programs. In 2017-2018 we paid a flat rate of $32,600 per month for public defense services to maintain a Public Defense Program that fully complies with these requirements. We have evaluated the components of our program and recommend that we reduce the flat rate to $30,600 per month for 2019 and 2020. RECOMMENDATION The Committee is being asked to move this item forward to the consent agenda of the November 19, 2018 City Council Meeting for approval and authorization for execution by the Mayor. ATTACHMENTS Draft Contract for Public Defense Services for 2019-2020 Tukwila City Hall • 6200 Southcenter Boulevard • Tukwila, WA 98188 • 206-433-1800 • Website: TukwilaWA.gov 11 12 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Contract Number: CONTRACT FOR PUBLIC DEFENSE SERVICES This Agreement is entered into by and between the CITY OF TUKWILA, Washington, a noncharter optional municipal code city hereinafter referred to as "the City," and Kirshenbaum & Goss, Inc. P.S., a Washington Corporation, hereinafter referred to as "the Contractor," WHEREAS, the City has a need to have legal services available for citizens, charged with a crime who are deemed indigent and are entitled to the effective assistance of counsel at the public expense; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all federal, state, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith, including the provisions of Washington Supreme Court Order 25700-A-1013 and the public defense standards adopted by the City pursuant to TMC 2.70. Compliance with these standards goes to the essence of this Agreement. The Contractor shall request and obtain prior written approval from the City if the scope of work or schedule of services is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. Compensation is based upon the historical case count for the City of cases per year, averaging 1200 cases per year. In compliance with the public defense standards, the case counts include the Contractor's appearance at48 arraignment calendars per year. 3. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing January 1, 2019 and ending December 31, 2020 unless sooner terminated under the provisions hereinafter specified. 4. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State 13 Kirshenbaum & Goss 2019 - 2020 Page 1 of 11 Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 5. Indemnification. The Contractor shall defend, indemnify and hold the City, its officers, agents, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 6. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Professional Liability Insurance: The Contractor shall procure and maintain in full force throughout the duration of this Agreement Professional Liability insurance with a minimum coverage of $1,000,000 per claim and $3,000,000 aggregate. Contractor shall provide evidence of such coverage in a manner and form acceptable to the City in the City's sole discretion. Cancellation of the required insurance shall automatically result in termination of this Agreement. 2. Automobile Liability: The Contractor shall procure and maintain in full force throughout the duration of this Agreement Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 14 Kirshenbaum & Goss 2019 - 2020 Page 2 of 11 3. Commercial General Liability: The Contractor shall procure and maintain in full force throughout the duration of this Agreement Commercial General Liability insurance with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 1185 or an equivalent endorsement. There shall be no endorsement or modification of the Commercial General Liability Insurance for liability arising from explosion, collapse or underground property damage. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed forthe City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 3710 01 or substitute endorsements providing equivalent coverage. 4. Workers' Compensation: The Contractor shall procure and maintain Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. D. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. E. Subcontractors. The Contractor shall have sole responsibility for determining the insurance coverage and limits required, if any, to be obtained by subcontractors, which determination shall be made in accordance with reasonable and prudent business practices. F. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. 15 Kirshenbaum & Goss 2019 - 2020 Page 3 of 11 7. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 8. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement, to the extent permitted by law. 9. Termination. This Agreement may at anytime be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 10. Discrimination Prohibited. The Contractor, with regard to the services to be provided under this agreement, shall not discriminate against any employee, applicant for employment, on the basis of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the presence of any sensory, mental or physical disability in the selection and retention of employees or procurement of materials or supplies. 11. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement, except for prosecution services, without the written consent of the City. 12. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 13. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 16 Kirshenbaum & Goss 2019 - 2020 Page 4 of 11 14. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the following address: Kirshenbaum & Goss, Inc. P.S. 1314 Central Ave S Ste. 101 Kent, WA 98032-7430 15. Applicable Law, Venue, Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this day of , 2018. CITY OF TU KWI LA CONTRACTOR: Allan Ekberg, Mayor David Kirshenbaum Attest/Authenticated: Approved as to Form: Christy O'Flaherty, City Clerk Rachel Turpin, City Attorney 17 Kirshenbaum & Goss 2019 - 2020 Page 5 of 11 EXHIBIT A - SCOPE OF SERVICES Contractor agrees to provide a level of service equal to or greater than the level of service provided by an in-house public defense office. In particular, Contractor agrees to: A. Provide legal representation services in accordance with the standards adopted by the City in TMC 2.70, the standards set forth by the Washington State Bar Association Standards for Indigent Defense Services, the Rules of Professional Conduct, Wilbur v. Mt. Vernon, other related case law and applicable court rules defining the duties of counsel and the rights of defendants in criminal cases for all indigent criminal defendants charged with a misdemeanor or gross misdemeanor under ordinances of the City who qualify for appointment of counsel. The Contractor agrees to attempt to contact the client within 72 hours of notification of appointment. The Contractor shall provide legal representation for each of these defendants from time of screening for eligibility through trial, sentencing and appeals to the superior court, if necessary. B. Pursuant to TMC 2.70.50 Standard 8, the Contractor shall maintain a case reporting and case management system that includes number & type of cases, attorney hours and disposition. C. Determination of indigency for eligibility for appointed counsel under this Agreement shall be determined by an independent screening process established by the City. Should the Contractor determine a defendant is not eligible for assigned counsel prior to the establishment of the attorney/client privilege, the Contractor shall so advise the City to reconsider the screening of that particular individual. D. The Contractor shall provide to the City Police Department, a telephone number or numbers at which an attorney may be reached 24-hours each day for "critical stage" advice to the defendants during the course of police investigations and/or arrest for misdemeanor violations of City Ordinances. E. Any counsel associated with or employed by the Contractor shall have the authority to perform the services called for herein and the Contractor may employ associate counsel to assist him/her at the Contractor's expense. The Contractor and any other attorneys retained pursuant to this section shall be admitted to practice pursuant to the rules of the Supreme Court of the State of Washington and shall have read and be fully familiar with the provisions of the Washington Supreme Court rule and the standards adopted by the City pursuant to TMC 2.70, as well as the Wilbur v. Mt. Vernon decision. F. The City shall provide to the Contractor, at no cost, one copy of all discoverable material concerning each assigned case. Such material shall include, where relevant, a copy of the abstract of the defendant's driving record. G. In the event representation of a defendant hereunder raises a conflict of interest such that the Contractor cannot ethically represent the defendant, said defendant shall be referred back to the City for further assignment, without cost to the Contractor. 18 Kirshenbaum & Goss 2019 - 2020 Page 6 of 11 EXHIBIT A - SCOPE OF SERVICES (CONTINUED) H. Contractor agrees to attend seven (7) hours of criminal defense training each year. The training must be approved by the Washington State Office of Public Defense (OPD) in compliance with the OPD Improvement Program Training requirements. This requirement also applies to all associate counsel. Each attorney will submit a copy of their Continuing Legal Education (CLE) Credits transcript from the Washington State Bar Association (WSBA) with the Annual Report. I. Reporting: Contractor agrees to submit the following reports: • Monthly Case Assignment List: Includes Cause Number, Name, Charges, Date of Assignment and Date of First Effort to Contact; • Monthly Statistics Report: This report shall take substantially the same form as that attached hereto as Exhibit C and shall be submitted with the monthly invoice; • Monthly Case Summary Disposition Report: This report shall take substantially the same form as that attached hereto as Exhibit D and shall be submitted with the monthly invoice; • Quarterly Certification of Compliance: The Contractor shall certify compliance with the standards required by CrRLJ 3.1. The Certification shall take substantially the same form as that attached hereto as Exhibit E and shall be filed quarterly with the Tukwila Municipal Court on the following dates: January 1, April 1, July 1, and October 1, or the next court day, if the filing day falls on a weekend or holiday; • Annual Report: Detailing the number of other public defense contracts including jurisdiction, the number and type of non-public defense cases handled and the total hours billed for non-public defense cases. J. Video Court Services: Provide daily video court public defense services to defendants charged under ordinances of the City who are detained at the SCORE Jail and qualify for public defense services in a manner consistent with the accepted practices for similar services, performed to the City's satisfaction. K. Attorney of the Day Services: Provide an attorney for weekly arraignment calendars, available to all unrepresented defendants for consultation. 19 Kirshenbaum & Goss 2019 - 2020 Page 7 of 11 EXHIBIT B - COMPENSATION AND METHOD OF PAYMENT 1. Effective January 1, 2019 for all public defense services set forth in Exhibit A, Contractor shall be paid a flat monthly fee of $30,600, which includes $2,000 per month for Video Court services, and $200 per day for Attorney of the Day services. 2. Preauthorized Non -Routine Expenses. Non -routine case expenses requested by Attorney and preauthorized by order of the Tukwila Municipal Court. Non -Routine expenses include, but are not limited to: a. Medical and psychiatric evaluations; b. Expert witness fees and expenses; c. Interpreters for languages not commonly spoken in the city or interpreters for services other than attorney/client communication; d. Investigation expenses; e. Medical, school, birth, DMV, 911, emergency communication recordings and logs, and other similar records when the cost of an individual item does not exceed $75; and f. Any other non -routine expenses the Tukwila Municipal Court finds necessary and proper for the investigation, preparation, and presentation of a case. 3. The Contractor shall invoice the City by the fifth day of the month for all cases assigned to him/her for the previous month. The bill shall delineate the following: • City compensation; • Miscellaneous Charges: Copies of invoices and or receipts for miscellaneous charges shall be attached to the bill; and • A list of the cases assigned for the month including the defendant's full name, case number, charges, date of assignment& date of first contact. Payment shall be made on or by the 20th day of each month. 20 Kirshenbaum & Goss 2019 - 2020 Page 8 of 11 EXHIBIT C - PUBLIC DEFENSE MONTHLY REPORT CLIENT CONTACT # per month Jail Visits Out of Court Meetings Phone Calls Email Correspondence MOTIONS PRACTICE Motions RESOURCES UTILIZED Expert Consulted Immigration Case Assistance/Resources (WDA) Interpreter (out of court) Investigator Referred for Mental Health/Competency Evaluation Social Services Liaison COMPLAINTS Complaint Forms Received from Clients Complaints Filed with the WSBA TRAINING (in hours) WDA WACDL Other 21 Kirshenbaum & Goss 2019 - 2020 Page 9 of 11 EXHIBIT D - MONTHLY CASE SUMMARY DISPOSITION REPORT Case Summary Disposition Report Cause Number Name Charges Date of Disposition Disposition Trial Date Jury or Bench Trial Tried # of Appearances in Court # of Meetings Outside of Court Investigator Usage Expert Usage Social Services Liaison Usage Interpreter Usage Outside of Court 22 Kirshenbaum & Goss 2019 - 2020 Page 10 of 11 EXHIBIT E — CERTIFICATION OF COMPLIANCE MUNICIPAL COURT FOR CITY OF TUKWILA STATE OF WASHINGTON CERTIFICATION BY: FOR THE CALENDAR QUARTER OF [ ]No.. [ ] Administrative Filing CERTIFICATION OF APPOINTED COUNSEL OF COMPLIANCE WITH STANDARDS REQUIRED BY CrR 3.1/CrRLJ 3.1/JuCR 9.2 The undersigned attorney hereby certifies that for the past quarter and for the remainder of the year: 1. Approximately % of my practice time is devoted to indigent defense cases for the City of Tukwila. Approximately % of my practice is devoted to indigent defense cases for the following jurisdictions: Approximately % of my practice is devoted to private practice. 2. I am familiar with the applicable Standards adopted by the Supreme Court for attorneys appointed to represent indigent persons and certify that: a. Basic Qualifications: I meet the minimum basic professional qualifications in Standard 14.1. b. Office: I have access to an office that accommodates confidential meetings with clients, and I have a postal address and adequate telephone services to ensure prompt response to client contact, in compliance with Standard 5.2. c. Investigators: I have investigators available to me and will use investigation services as appropriate, in compliance with Standard 6.1. d. Caseload: I will comply with Standard 3.2 during representation of the defendant in my cases. I will not accept a greater number of cases than specified in Standard 3.4, prorated if the amount of time spent for indigent defense is less than full time. e. Case Specific Qualifications: I am familiar with the specific case qualifications in Standard 14.2, Sections B-K and will not accept appointment in a case as lead counsel unless I meet the qualifications for that case. f. Training: I will attend seven (7) hours of criminal defense training approved by the Washington State Office of Public Defense (OPD) in compliance with the OPD Improvement Program Training requirements each calendar year. Attorney, WSBA No. Date 23 Kirshenbaum & Goss 2019 - 2020 Page 11 of 11 24 TO: City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM Mayor Ekberg Public Safety Committee FROM: David Cline, City Administrator DATE: October 26, 2018 SUBJECT: Kenyon Disend, PLLC 2019-2020 Contract for Legal Services ISSUE The current contract for Legal Services provided by Kenyon Disend expires December 31, 2018. The proposed contract for 2019-2020 is attached. BACKGROUND The City of Tukwila contracts with Kenyon Disend for the following legal services: • General City Attorney Services; • Public Records Support Services; • Litigation and contested administrative proceedings; • Special services - specialized municipal law services authorized by the City; and • Paralegal Services. DISCUSSION Under the current and proposed contracts, general City Attorney services are provided at a flat monthly rate. Litigation, contested administrative proceedings and special services are subject to prior approval and are billed at the hourly rates of the staff involved. Hourly rates are attached to the proposed 2019 -2020 contract. The 2017 -2018 flat rate for general City Attorney and Prosecution services was $46,436 per month. Effective September 1, 2018 Kenyon Disend discontinued providing Prosecution Services and flat monthly rate for was reduced to $33,436. The 2019 -2020 contract increases the flat rate to $33,940 per month. This reflects a 1.5 percent increase to account for cost of living adjustments and modest increases in attorney billing rates. RECOMMENDATION The Committee is being asked to move this item forward to the consent agenda of the November 19, 2018 City Council Meeting for approval and authorization for execution by the Mayor. ATTACHMENTS Draft 2019-2020 Contract for Legal Services 25 26 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR LEGAL SERVICES Contract Number: This Agreement is entered into by and between the CITY OF TUKWILA, Washington, a noncharter optional municipal code city hereinafter referred to as "the City," and KENYON DISEND, PLLC, hereinafter referred to as "the Contractor," whose principal office is located in Issaquah, Washington. WHEREAS, the City has a need to have certain legal services performed for its citizens; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all federal, state, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. Such local rules and ordinances shall include, but not be limited to, the City Code of Ethics, as set forth in Ordinance No. 2068. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rates and methods set forth on Exhibit B attached hereto and incorporated herein by this reference. 3. Contractor Budget. The Contractor shall apply the funds received underthis Agreement within the maximum limits set forth in this Agreement. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing January 1, 2019, and ending December31, 2020, unless soonerterminated pursuant to paragraph 8 of this Agreement. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any Kenyon Disend 2019-2020 Page 1 of 7 27 benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall indemnify, defend and hold harmless the City, its officers, agents and employees, from and against any and all claims, losses or liability, including attorney's fees, arising from injury or death to persons or damage to property occasioned by any act, omission or failure of the Contractor, its officers, agents and employees, in performing the work required by this Agreement. With respect to the performance of this Agreement and as to claims against the City, its officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees, and agrees that the obligation to indemnify, defend and hold harmless provided for in this paragraph extends to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties. This paragraph shall not apply to any damage resulting from the sole negligence of the City, its agents and employees. To the extent any of the damages referenced by this paragraph were caused by or resulted from the concurrent negligence of the City, its agents or employees, this obligation to indemnify, defend and hold harmless is valid and enforceable only to the extent of the negligence of the Contractor, its officers, agents, and employees. 7. Insurance. The Contractor shall procure and maintain in full force throughout the duration of this Agreement professional liability insurance with a minimum coverage of $1,000,000 per claim and $3,000,000 aggregate. Contractor shall provide evidence of such coverage in a manner and form acceptable to the City in the City's sole discretion. Cancellation of the required insurance shall automatically result in termination of this Agreement. 8. Termination. This Agreement may at any time be terminated by either party giving the other party thirty (30) days written notice of its intention to terminate the same. 9. Discrimination Prohibited. The Contractor shall not discriminate against any employee, applicant for employment, or any person seeking the services of the Contractor to be provided under this Agreement on the basis of race, color, religion, creed, sex, age, national origin, marital status or presence of any sensory, mental or physical handicap. 10. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 11. Entire Agreement. This Agreement contains the entire agreement between the parties hereto and no other Agreements, oral or otherwise, regarding the subject matter of this Agreement, shall be deemed to exist or bind any of the parties hereto. Either party may request changes in the agreement. Proposed changes which are mutually agreed upon shall be 28 Kenyon Disend 2019-2020 Page 2 of 7 incorporated by written amendments to this Agreement and with the consent of the City Council. 12. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 13. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this day of , 2018. CITY OF TUKWILA CONTRACTOR: KENYON DISEND, PLLC By: By: Mayor Allan Ekberg ATTEST/AUTHENTICATED: Christy O'Flaherty, City Clerk Michael R. Kenyon Managing Member ADDRESS: 11 Front Street South Issaquah, Washington 98027 (425) 392-7090 Kenyon Disend 2019-2020 Page 3 of 7 29 EXHIBITA -- SCOPE OF SERVICES Contractor agrees to provide a level of service equal to or greater than the level of service provided by an in-house city attorney. In particular, Contractor agrees to: 1. Provide general city attorney services, which include but are not limited to: A. Attend regular meetings of the City Council and executive sessions scheduled for regular meetings of the City Council; B. Prepare or review ordinances, resolutions, contracts, interlocal agreements, and other city documents or materials as requested; C. Practice "preventative law" in the form of regular consultation with staff and elected officials, and maintenance of between 20 and 25 "office hours" each week at City Hall; D. Provide special classes and/or seminars for staff, elected officials, Boards, and Commissions on issues including, but not limited to, ethics, conflict of interest, and the appearance of fairness doctrine; E. Except as set forth in Section 3, defend litigation brought against the City; F. Defend or initiate administrative hearings involving the City including, but not limited to, drug forfeiture and seizure hearings, code enforcement, and similar matters; G. Such other general city attorney matters as are assigned; H. Comprehensive Internet and remote access capability, including e-mail, linking Contractor's office with City Hall; I. Oversight and coordination of the City Clerk's Office; and J. Provide legal advice relating to the Public Records Act and public records requests. 30 Kenyon Disend 2019-2020 Page 4 of 7 2. Attend Other Meetings as Requested. A. Attend special meetings of the City Council, meetings of the Committee of the Whole, other Committee meetings, and meetings of City Boards and Commissions upon request. Contractor shall be compensated for attendance at such meetings as set forth in paragraph 4 of Exhibit B. 3. Public Records Request Redaction and Processing. A. Review and redact records requested pursuant to public records requests and prepare exemption logs. Contractor shall be compensated for such services as set forth in paragraph 5 of Exhibit B. 4. Provide City Attorney services for litigation and contested administrative proceedings, which include but are not limited to: A. Initiation and defense of litigation and contested administrative proceedings on the City's behalf. Contractor shall be compensated for such litigation and contested administrative proceedings as Separate Matters under paragraph 2 of Exhibit B. 5. Provide Special Services, which include but are not limited to: A. Other specialized municipal law services, including but not limited to franchise negotiations; provided, however, that any such Special Services, other than franchise agreement negotiations, shall first be authorized by the City, and shall be subject to paragraph 3 of Exhibit B regarding compensation. 6. Provide paralegal services, which include but are not limited to: A. General paralegal support for the City Attorney. 7. It is understood and agreed that the City Attorney shall not provide private legal services to any employee of the City of Tukwila during the term of this agreement. Kenyon Disend 2019-2020 Page 5 of 7 31 EXHIBIT B -- COMPENSATION AND METHOD OF PAYMENT 1. For 2019-20, for all general city attorney services set forth in paragraph 1 of Exhibit A, Contractor shall be paid a flat monthly fee of $33,940.00, plus extraordinary expenses. Extraordinary expenses shall include court filing fees, deposition and other discovery costs, parking, mileage costs other than to and from City Hall or other locations within the City, and other similar expenses advanced by Contractor on City's behalf. Extraordinary expenses shall not include routine photocopying, fax, or long-distance telephone charges. 2. All litigation and administrative proceeding services set forth in paragraph 3 of Exhibit A shall be considered to be Separate Matters. Contractor shall maintain its current practice of providing individual monthly billing statements for each Separate Matter, and for all other work billed hourly pursuant to this Agreement. Separate Matters mean (a) each individual civil action filed by or against the City, except that multiple condemnation lawsuits related to the same project shall constitute only one Separate Matter, (b) all Code Enforcement matters conducted before the Hearing Examiner or in Court, but not including general code enforcement services which shall be included in Contractor's flat monthly fee, (c) all significant projects which require specialized knowledge and hours expended outside of the regular office hours for that attorney, including but not limited to franchise negotiations; and (d) all drug or other forfeiture matters collectively filed by or against the City. For each such Separate Matter, Contractor shall be paid its normal hourly rates for 2019 and 2020. Rates for 2019 shall be provided to the City by October 1, 2018. 3. Special Services, other than franchise agreement negotiations, shall first be approved by the City after negotiation regarding: (1) whether additional compensation is fair and equitable for such Special Services and, if so, (2) the amount and manner of payment (e.g., flat fee, hourly, other) for such Special Services. 4. Attendance at other meetings as requested, as set forth in paragraph 2 of ExhibitAshall be billed at Contractor's normal hourly rates for 2019 and 2020. 5. Public records request redaction and processing (including exemption logs) shall be billed at Contractor's normal hourly rates for 2019 and 2020. 32 Kenyon Disend 2019-2020 Page 6 of 7 KENYON DISEND, PLLC 2019 HOURLY RATE SCHEDULE FOR CITY ATTORNEY SERVICES ATTORNEYS: Michael R. Kenyon Kim Adams Pratt David A. Linehan Hillary E. Graber Rachel B. Turpin Eileen M. Keiffer Ann Marie Soto Charlotte A. Archer Alexandra L. Kenyon Of Counsel: Doug F. Mosich PARALEGALS: Margaret C. Starkey Sheryl A. Loewen Mary L. Maughan Terry T. Curran Antoinette M. Mattox $350.00 $300.00 $300.00 $230.00 $215.00 $215.00 $215.00 $215.00 $165.00 $300.00 $145.00 $130.00 $130.00 $130.00 $120.00 Kenyon Disend 2019-2020 Page 7 of 7 33 34 TO: Mayor's Office - David Cline, City Administrator Mayor Ekberg Finance & Safety Committee Allan Ekberg, Mayor FROM: David Cline, City Administrator DATE: October 26, 2018 SUBJECT: Sound Cities Association Lease Agreement ISSUE The current lease agreement with Sound Cities Association (SCA) expires on December 31, 2018. BACKGROUND Sound Cities Association (SCA) is a local non-profit corporation composed of member cities with a population of less than 150,000 people that act locally and partner regionally to create livable, vital communities through advocacy, education, leadership, mutual support and networking. SCA began leasing space from the City of Tukwila in 2006. The City of Tukwila is a member of SCA. DISCUSSION We are proposing a two-year lease agreement from January 1, 2019 - December 31, 2020 to coincide with the biennium budget cycle, as well as increasing rent by fifty cents a square foot for 2019 and an additional fifty cents per square foot for 2020 which is the equivalent of a 3 percent increase to the base rent each year. Per RCW 35A.11.010 and 35A.11.020 all lease agreements must go before City Council for authorization. FINANCIAL IMPACT The base rent for SCA will be $24,820.00 per year, to be paid in monthly installments of $2,068.33 in 2019 and $25,550.00 per year, to be paid in monthly installments of $2,129.17 in 2020. In addition to the base rent, SCA will pay leasehold excise tax pursuant to RCW 82.29A at the rate of 12.84 percent of the base rent in the amount of $265.57 per month in 2019 and $273.39 per month in 2020. Provisions also include internet services at a rate of $100.00 per month, payment of long distance and toll calls, and after-hours emergency callouts or mutually agreed upon project work at a flat rate of $150 an hour. RECOMMENDATION The Committee is being asked to move this item forward to the consent agenda of the November 19, 2018 City Council Meeting for approval and authorization for execution by the Mayor. ATTACHMENTS Draft Lease Agreement for 2019-2020 Tukwila City Hall • 6200 Southcenter Boulevard • Tukwila, WA 98188 • 206-433-1800 • Website: TukwilaWA.gov 35 36 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 LEASE AGREEMENT Agreement Number: THIS LEASE AGREEMENT is made between the City of Tukwila ("the City" or "Lessor") and Sound Cities Association ("Sound Cities Association" or "Lessee"). IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Premises. Lessor is the owner of the commercial property located at 6300 Southcenter Boulevard, Tukwila, Washington (the "Property"). Lessor does hereby agree to lease to Lessee, a portion of the Property consisting of approximately 1,460 rentable square feet (the "Premises"). The Premises do not include the exterior walls, roof, land beneath, pipes, ducts, conduits, wires, fixtures and equipment above the suspended ceiling, or any other portion of the Property or the buildings thereon. The City and Lessee agree that the Lessee's pro-rata share of the Property that the Premises are a part of is 3.45%, based on the ratio of the agreed rentable area of the Premises to the agreed rentable area of the entire Property as of the date of this Lease. 2. Term. This Agreement shall be in full force and effect for a period commencing January 1, 2019 and ending December 31, 2020, unless sooner terminated under the provisions set forth in Section 22. Upon termination of this Lease the Lessee shall surrender all keys and/or access cards to the City. 3. Possession. Lessee shall be deemed to have accepted possession of the Premises in an "as - is" condition. The City makes no representations to Lessee regarding the Premises including the structural condition of the Premises and the condition of all mechanical, electrical and other systems. Lessee shall be responsible for performing any work necessary to bring the Premises into condition satisfactory to Lessee. Lessee shall not engage in any improvements or alterations to the Premises without the express written consent of the City. 4. Rent. Base rent shall be set at $17.00 per square feet per year, or $24,820.00 per year, to be paid in monthly installments of $2,068.33 for the period of January 1, 2019 - December 31, 2019 and $17.50 per square feet per year, or $25,550.00 per year, to be paid in monthly installments of $2,129.17 for the period of January 1, 2020 - December 31, 2020. Rent shall be due on the first day of each month. If payment is not received by the fifth day of each month, Lessee shall be responsible for paying a late fee equivalent to five percent (5%) of the delinquent amount in addition to the past due payment. All delinquent sums not paid within thirty (30) days of the due date shall bear interest at the rate of twelve percent (12%) per annum. Interest on all delinquent amounts shall be calculated from the original due date to the date of payment. The City's acceptance of less than the full amount of any payment due Sound Cities Association 2019-2020 Lease Agreement Page 1 of 9 37 City of Tukwila sy y 6200 Southcenter Boulevard, Tukwila WA 98188 ° zo e Agreement Number: from Lessee shall not be deemed an accordance and satisfaction or compromise of such payment. 5. Leasehold Excise Tax. Lessee shall pay leasehold excise tax due pursuant to RCW 82.29A to Lessor by the first day of each month at the rate of 12.84% of the base rent set forth in Section 4 herein, such amount being $265.57 per month for January 1, 2019 - December 2019 and $273.39 per month for January 1, 2019 - December 31, 2020. The leasehold excise tax shall be paid in addition to the monthly rental payment and any other payments required under this Lease. If the State of Washington changes the leasehold excise tax, the tax payable by the Lessee each month under this Lease shall be correspondingly modified in compliance with RCW 82.29A without further action by the parties. 6. Use of Premises by Lessee. Lessee shall use the Premises for general office use. The Premises shall be used only for the uses specified herein and for not for any other business or purpose without the prior written consent of the City. No act shall be done on or around the Premises that is unlawful or that will increase the existing rate of insurance on the Premises or cause the cancellation of any insurance on the Premises. Lessee shall not commit or allow to be committed any waste upon the Premises or any public or private nuisance. Lessee shall not do or permit anything to be done on the Premises which will obstruct, cause injury or interfere with the rights of other tenants, or occupants of the Premises or their customers, clients and visitors. 7. Lessee Maintenance and Repair Responsibility. Lessee shall, when and if needed, at Lessee's sole expense, make repairs to the Premises and every part thereof; and Lessee shall maintain the Premises in a neat, clean, sanitary condition. Lessee shall surrender the Premises to the City in good condition upon the termination of this Lease, reasonable wear and tear expected. 8. Signage. Lessee shall obtain the City's written consent before installing any signs on the Premises and shall install any approved signage at Lessee's sole expense and in compliance with all applicable laws. Lessee shall not damage or deface the Premises when installing or removing signage and if any damage is done, Lessee shall repair any damage to the Premises caused by such installation or removal. 9. Utilities, Equipment and Services. The City shall provide the Premises with the following services, the cost of which shall be included in the rent paid by Lessee: water, electricity, and heating/cooling seven (7) days per week and janitorial services five (5) nights per week, exclusive of holidays. 3%ound Cities Association 2019-2020 Lease Agreement Page 2 of 9 w City of Tukwila 4s y y 6200 Southcenter Boulevard, Tukwila WA 98188 I.., Agreement Number: The Lessee shall pay the City $100 per month for internet service, payable on the first of each month along with rent. The City's Technology Services department shall provide the Lessee with basic technology support to maintain hardware equipment and software applications, such support being performed during the City's regular, non -holiday business hours of8:30 a.m. to 5:00 p.m. Any after-hours emergency callouts or mutually agreed upon project work will be billed in one - hour increments at a flat rate of $150/hour with a minimum charge of one hour. Charges will be invoiced upon completion of the work and will be payable upon receipt. The City shall provide six (6) extensions to the City phone system for use by the Lessee and will maintain the phone system at no additional cost to the Lessee. Lessee shall be responsible for all costs associated with long distance and other toll calls which will be billed separately by the City and will be payable upon receipt. On an annual basis, the Lessee shall provide an inventory list to the City detailing hardware equipment and software utilized by the Lessee. Any hardware equipment or software requested for purchase by the City to update the Lessee's inventory will be billed to the Lessee at actual cost. Any hardware equipment or software purchased by the Lessee shall be reviewed by the City's Technology and Innovation Service Center for system compatibility and supportability prior to purchase and installation. Virus checking software and that has been approved by the City's Technology and Innovation Service Center is mandatory on all Lessee computers, laptops and servers in use by the Lessee. Any virus signature files released by the virus checking software company shall be set to automatically update to keep the Lessee's software updated to the latest version available. A data backup program approved by the City's Technology and Innovation Service Center is mandatory and will be configured to automatically back up any of the Lessee's server -based live, primary data. Data that is stored only locally (on computers, laptops, phones, tablets) will NOT be backed up nor monitored at the Lessee's own risk. The performance of the backup program will be monitored and tested on a quarterly basis by both parties. 10. Destruction of Premises. If the Premises are completely or partially destroyed by fire or other casualty, of if they are damaged by an uninsured casualty, or by an insured casualty to such an extent that the damage cannot be repaired within sixty (60) days of the occurrence, the City shall have the option to restore the Premises or to terminate this Agreement on thirty (30) days written notice, effective as of any date not more than sixty (60) days after the occurrence. If this Section becomes applicable, the City shall advise the Lessee within thirty (30) days after such casualty whether the City elects to restore the Premises or to terminate Sound Cities Association 2019-2020 Lease Agreement Page 3 of 9 39 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: this Agreement. If the City elects to restore the Premises, it shall commence and complete the restoration work with due diligence. For the period from the date of the casualty until completion of the repairs (or the date of termination of this Agreement, if the City elects not to restore the Premises) the monthly base rent shall be abated in the same proportion that the untenantable portion of the Premises bears the whole thereof, unless the casualty results from Lessee's negligence or its breach of obligations under this Agreement. 11. Hazardous Substances. Lessee shall not generate, release, spill, store, deposit, transport or dispose of (collectively "Release") any hazardous substances, sewage, petroleum products, radioactive substances, medicinal, bacteriological, or disease -producing substances, hazardous materials, toxic substances or any pollutants or substances defined as hazardous or toxic in accordance with applicable federal, state and local laws and regulations in any reportable quantities (collectively "Hazardous Substances") in, on or about the Premises. Lessee shall attach a separate list of Hazardous Substances they propose to store on site and the City must accept the list in writing or Hazardous Substances cannot be stored on site. The Lessee shall indemnify, hold harmless and defend the City from any and all claims, liabilities, losses, damages, clean-up costs, response costs and expenses, including reasonable attorneys' fees, arising out of or in any way related to the Release by the Lessee or any of its agents, representatives or employees, or to the presence of such Hazardous Substances in, on or about the Premises occurring at any time after the effective date of this Agreement to the full extent of the Lessee's liability. 12. Alterations and Additions. After obtaining the prior written consent of the City, Lessee may make, at its sole expense, such additional improvements or alterations to the Premises which it may deem necessary or desirable. An repairs or new construction done by Lessee shall be done in conformity with plans and specifications approved by the City. All work performed shall be done in a workmanlike manner and shall become the property of the City. 13. Liens. Lessee shall keep the Premises free from any liens arising out of any work performed, materials furnished, or obligations incurred by Lessee. 14. Insurance. The Lessee shall procure and maintain in full force throughout the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Lessee's operation and use of the leased Premises. Lessee's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Lessee to the coverage provided by such insurance, or otherwise limit the City's recourse to remedy available under law or in equity. a. Minimum Scope of Insurance. The Lessee shall obtain insurance of the types described below: 4Ctound Cities Association 2019-2020 Lease Agreement Page 4 of 9 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: i. Commercial General Liability insurance shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The Public Entity shall be named as additional an insured on Lessee's Commercial General Liability insurance policy using ISO Additional Insured - Managers or Lessors of Premises Form CG 2011 or a substitute endorsement providing at least as broad coverage. ii. Property insurance shall be written on an all risk basis. b. Minimum Amounts of Insurance. Lessee shall maintain the following insurance limits: i. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. ii. Property insurance shall be written covering the full value of the Lessee's property and improvements with no coinsurance provisions. c. Other Insurance Provisions. The Lessee's Commercial General Liability insurance policy or policies are to contain or be endorsed to contain that they shall be primary insurance as respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of the Lessee's insurance and shall not contribute with it. d. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M Best rating of not less than A: VII. e. Verification of Coverage. Lessee shall furnish the City with original certificates and a copy of any applicable amendatory endorsements including, but not necessarily limited to, the additional insured endorsement evidencing the insurance requirements of the Lessee. f. Waiver of Subrogation. Lessee and the City hereby release and discharge each other from all claims, losses, and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the Premises or said building. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. g. City's Property Insurance. The City shall purchase and maintain during the term of this Lease, all-risk property insurance covering the Building for full replacement value without any coinsurance provisions. h. Notice of Cancellation. The Lessee shall provide the City with written notice of any policy cancellation, within two (2) business days of receiving such notice. i. Failure to Maintain Insurance. Failure on the part of the Lessee to maintain the required insurance shall constitute a material breach of this Lease upon which the City may, after Sound Cities Association 2019-2020 Lease Agreement Page 5 of 9 41 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: giving five (5) business days notice to the Lessee to correct the breach, terminate this Lease or, at its discretion, procure or renew such insurance and pay and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand. 15. Indemnification and Hold Harmless. Lessee shall indemnify, defend and hold harmless the City, its officers, officials, employees and volunteers, from and against any and all claims, suits, actions, losses or liability, arising from injury or death to persons or damage to property, which arise out of Lessee's use of Premises, or from the conduct of Lessee's business or from any activity or work permitted or suffered by Lessee in or about the Premises except only such injury or damage as shall have been occasioned by the sole negligence of the City. 16. Assignment and Subletting. Lessee shall not assign this Lease or sublet any portion of the Premises. Any sublease or assignment made in violation of this provision shall be void. 17. Default. Failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease, where such failure shall continue for a period of ten (10) days after written notice from the City to cure the default, shall constitute a default and breach of this Lease. Lessee shall notify the City promptly of any default not by its nature necessarily known to the City. 18. Access. After reasonable notice from the City (except in the cases of emergency where no notice is required) the Lessee shall permit the City and its agents, employees and contractors to enter the Premises at all reasonable times to make repairs, alterations, improvements or inspections. This section shall not impose any repair or other obligation upon the City not expressly stated elsewhere in this Agreement. 19. Compliance with Laws, Rules and Regulations. Lessee shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force relation to or affecting the conditions, use, or occupancy of the leased premises. Lessee shall faithfully observe and comply with City rules and regulations. 20. Permits. Lessee shall, at its sole cost and expense, be responsible for obtaining any required permits and licenses necessary to perform the work and covenants of this Lease. 21. Notices. All notices under this Lease shall be in writing and shall be effective when mailed by certified mail or delivered to the addresses listed below. Notices to Lessor shall be sent to: Notices to Lessee shall be sent to: 42Sound Cities Association 2019-2020 Lease Agreement Page 6 of 9 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 City of Tukwila ATTN: Mayor's Office 6200 Southcenter Boulevard Tukwila WA 98188 Agreement Number: Sound Cities Association ATTN: Deanna Dawson, Executive Director 6300 Southcenter Blvd, Suite 206 Tukwila WA 98188 22. Termination. Either party may terminate this Agreement if the other party is in default as outlined in Section 17 or at any time on or before the expiration of this Lease by providing a minimum of thirty (30) days written notice to the other party. 23. Applicable Law; Venue: Attorneys' Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorneys' fees and costs of suit. 24. Authority of Lessee. The Lessee and the individual executing this Lease on behalf of the Lessee represent and warrant that s/he is duly authorized to execute and deliver this Lease and upon execution this Lease is binding upon the Lessee in accordance with the terms herein. 25. Waiver and Forbearance. No waiver by the City of any breach or default by the Lessee of any of its obligations or covenants herein shall be deemed to be a waiver of any subsequent breach or default of the same or any other obligation or covenant, nor shall forbearance by the City to seek remedy for any break or default of the Lessee be deemed a waiver by the City of its rights and remedies with respect to such breach or default. 26. Entire Agreement - Modification. This Lease Agreement together with all exhibits or addenda expressly incorporated herein by reference and attached hereto shall constitute the whole agreement between the parties. There are no terms, obligations, covenants or conditions other than those contained herein. Except as otherwise provided, no modification or amendment of this Lease Agreement shall be valid or effective unless evidenced by an agreement in writing signed by both parties. Sound Cities Association 2019-2020 Lease Agreement Page 7 of 9 43 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: 27. Severability and Survival. If any term, condition or provision of this Lease is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. CITY OF TUKWILA SOUND CITIES ASSOCIATION By: By: Allan Ekberg Deanna Dawson Mayor Executive Director Attest: By: Christy O'Flaherty, City Clerk Approved as to form: By: City Attorney STATE OF WASHINGTON COUNTY OF KING ss. I certify that I know or have satisfactory evidence that Allan Ekberg is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Mayor of the City of Tukwila to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this day of , 2018. (Print Name) Residing at [Stamp or Seal] My appointment expires 44Sound Cities Association 2019-2020 Lease Agreement Page 8 of 9 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 STATE OF WASHINGTON ss. COUNTY OF KING Agreement Number: I certify that I know or have satisfactory evidence that Deanna Dawson is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it the Executive Director of Sound Cities Association to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this day of , 2018. [Stamp or Seal] Notary Public for Washington (Printed or Stamped Name of Notary) Residing at My appointment expires: Sound Cities Association 2019-2020 Lease Agreement Page 9 of 9 45 46 Allan Ekberg, Mayor a TO: Mayor's Office - David Cline, City Administrator Mayor Ekberg Finance & Safety Committee FROM: David Cline, City Administrator DATE: October 26, 2018 SUBJECT: Alliance One Lease Agreement ISSUE The current lease agreement with Alliance One Management Receivables expires on December 31, 2018. BACKGROUND Alliance One is the company Tukwila Municipal Court contracts with to provide collection services for unpaid court fines and fees and manages long-term payment plans for court customers not in collections. In May 2009, Alliance One began leasing space with the City of Tukwila. Per RCW 35A.11.010 and 35A.11.020 all lease agreements must go before City Council for authorization. DISCUSSION We are proposing a two-year lease agreement from January 1, 2019 - December 31, 2020 to coincide with the biennium budget cycle, as well as a 3.33 percent increase ($30/month) in the monthly rent. FINANCIAL IMPACT The 3.33 percent increase in rent means Alliance One would pay the City of Tukwila $930.00 a month to lease space in the court area. In addition to the monthly rent, Alliance One will pay leasehold excise tax pursuant to RCW 82.29A at the rate of 12.84 percent of the monthly rent in the amount of $119.41 per month. RECOMMENDATION The Committee is being asked to move this item forward to the consent agenda of the November 19, 2018 City Council Meeting for approval and authorization for execution by the Mayor. ATTACHMENTS Draft Lease Agreement for 2019-2020 Tukwila City Hall • 6200 Southcenter Boulevard • Tukwila, WA 98188 • 206-433-1800 • Website: TukwilaWA.gov 47 48 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 LEASE AGREEMENT Agreement Number: THIS LEASE AGREEMENT is made between the City of Tukwila ("the City" or "Lessor") and Alliance One Receivables Management, Inc. ("Alliance" or "Lessee"). IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Premises. Lessor is the owner of the commercial property located at 6200 Southcenter Boulevard, Tukwila, Washington (the "Property"). Lessor does hereby agree to lease to Lessee, upon the following terms and conditions, a portion of the Property consisting of one (1) front counter workspace at the Tukwila Municipal Court located at 6200 Southcenter Boulevard, Tukwila, Washington (the "Premises"). Term. This Agreement shall be in full force and effect for a period commencing January 1, 2019 and ending December 31, 2020 unless sooner terminated under the provisions hereinafter specified. 2. Rent. Lessee covenants and agrees to pay Lessor, at Lessor's address, without deduction or offset, rent in the amount of Nine Hundred Dollars ($930.00) per month ("Rental Payment"). The Rental Payment shall be submitted to Lessor on a monthly basis, due by the first day of each month. If payment is not received by the fifth day of each month, Lessee shall be responsible for paying a late fee equivalent to five percent (5%) of the delinquent amount in addition to the past due payment. All delinquent sums not paid within thirty (30) days of the due date shall bear interest at the rate of twelve percent (12%) per annum. Interest on all delinquent amounts shall be calculated from the original due date to the date of payment. The City's acceptance of less than the full amount of any payment due from Lessee shall not be deemed an accordance and satisfaction or compromise of such payment. Any and all ancillary costs associated with Lessee's use of the Premises shall be borne by Lessee. 3. Leasehold Excise Tax. Lessee shall pay leasehold excise tax due pursuant to RCW 82.29A to Lessor by the first day of each month at the rate of 12.84% of the rental amount, which amounts to $119.41 per month. The leasehold excise tax shall be paid on the first day of each month in addition to the monthly Rental Payment. If the State of Washington changes the leasehold excise tax, the tax payable by the Lessee shall be correspondingly modified in compliance with RCW 82.29A, without further action by the Parties. 4. Use of Premises by Lessee. Lessee shall have exclusive use of the Premises for payment collection and shall provide its own personnel to staff the Premises between 8:30 a.m. and 4:30 Alliance One Lease Agreement Page 1 of 6 49 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: p.m., Monday through Friday. Lessee's personnel at the Premises shall provide customer service at a level satisfactory to the Lessor. Lessor reserves the right to immediately terminate this Lease Agreement should the Lessee's customer service levels fail to meet the standards set by Lessor. 5. Utilities, Equipment and Services. Lessee shall provide daily armored car service, Monday through Friday, to transport deposits from the Premises, the cost of which shall be borne by Lessee. Lessee shall provide any equipment necessary for the prescribed use of the Premises, including, but not limited to, computers, fax/copy machines and telephones. Lessee shall be responsible for setting up and maintaining its own telephone and internet connections. 6. Signage. Lessee shall provide, at its own expense, signage to be placed at the Premises; all signage shall be pre -approved by Lessor before being posted on the Premises. Lessee shall not damage or deface the Premises when installing or removing signage and if any damages to the Premises are caused by such installation or removal they shall be promptly repaired by Lessee at Lessee's sole expense. 7. Assignment and Subletting. Lessee shall not assign this Lease or sublet any portion of the Premises. Any sublease or assignment made in violation of this provision shall be void. 8. Insurance. The Lessee shall procure and maintain in full force throughout the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Lessee's operation and use of the Premises. Lessee's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Lessee to the coverage provided by such insurance, or otherwise limit the City's recourse to remedy available under law or in equity. a. Minimum Scope of Insurance. The Lessee shall obtain insurance of the types described below: i. Commercial General Liability insurance shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The Public Entity shall be named as additional an insured on Lessee's Commercial General Liability insurance policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing at least as broad coverage. ii. Property insurance shall be written on an all risk basis. b. Minimum Amounts of Insurance. Lessee shall maintain the following insurance limits: i. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 5/bIiance One Lease Agreement Page 2 of 6 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: ii. Property insurance shall be written covering the full value of the Lessee's property and improvements with no coinsurance provisions. c. Other Insurance Provisions. The Lessee's Commercial General Liability insurance policy or policies are to contain or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of the Lessee's insurance and shall not contribute with it. d. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M Best rating of not less than A: VII. e. Verification of Coverage. Lessee shall furnish the City with original certificates and a copy of any applicable amendatory endorsements, including, but not limited to, the additional insured endorsement, evidencing the insurance requirements of the Lessee. f. Waiver of Subrogation. Lessee and the City hereby release and discharge each other from all claims, losses, and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the premises or said building. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. g. City's Property Insurance. The City shall purchase and maintain during the term of the Lease, all-risk property insurance covering the Premises for full replacement value without any coinsurance provisions. h. Notice of Cancellation. The Lessee shall provide the City with written notice of any policy cancellation, within two (2) business days of receiving such notice. i. Failure to Maintain Insurance. Failure on the part of the Lessee to maintain the required insurance shall constitute a material breach of this Lease upon which the City may, after giving five (5) business days' notice to the Lessee to correct the breach, terminate this Lease or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand. 9. Indemnification and Hold Harmless. Lessee shall indemnify, defend and hold harmless the Lessor, its officers, agents and employees, from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any act, omission or failure of Lessee, its officers, agents, employees, customers, and guests, in performing the work required by this Agreement. With respect to the performance of this Agreement as to claims against Lessor, its officers, agents and employees, Lessee Alliance One Lease Agreement Page 3 of 6 51 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees, and agrees that the obligation to indemnify, defend and hold harmless provided for in this paragraph extends to any claim brought by or on behalf of any employee or Lessee. This waiver is mutually negotiated by the parties. This paragraph shall not apply to any damages resulting from the sole negligence of the Lessor, its agents or employees. To the extent that any of the damages referenced by this paragraph were caused by or resulted from the concurrent negligence of Lessor, its agents or employees, this obligation to indemnify, defend and hold harmless is valid and enforceable only to the extent of the negligence of Lessee, its officers, agents, employees, customers, and guests. 10. Indemnification and Hold Harmless. Lessee shall indemnify, defend and hold harmless the City, its officers, officials, employees and volunteers, from and against any and all claims, suits, actions, losses or liability, arising from injury or death to persons or damage to property, which arises out of Lessee's use of Premises, or from the conduct of Lessee's business or from any activity or work permitted or suffered by Lessee in or about the Premises except only such injury or damage as shall have been occasioned by the sole negligence of the City. 11. Holding Over. Any holding over on the Premises after the termination of the term of this Lease shall be construed to be a tenancy from month -to -month with the same valuable consideration for rent being provided on a pro-rata basis per month. Such holding over shall otherwise be on all the terms and conditions of this Lease Agreement. 12. Notices. Notices to Lessor shall be sent to the following address: City of Tukwila Attention: City Clerk 6200 Southcenter Boulevard Tukwila WA 98188 Notices to Lessee shall be sent to the following address: Alliance One Receivables, Inc. Tera Cappa-Bachaud, Client Service Manager PO Box 11641 Tacoma WA 98411 13. Entire Agreement - Modifications. This Lease Agreement together with all exhibits or addenda expressly incorporated herein by reference and attached hereto shall constitute the whole agreement between the parties. There are no terms, obligations, covenants or conditions other 5liance One Lease Agreement Page 4 of 6 Wq City of Tukwila sy y 6200 Southcenter Boulevard, Tukwila WA 98188 =o s Agreement Number: than those contained herein. Except as otherwise provided, no modification or amendment of this Lease Agreement shall be valid or effective unless evidenced by an agreement in writing signed by both parties. 14. Termination. Lessor or Lessee may terminate this Lease at any time on or before the expiration of the Lease term upon thirty (30) days prior written notice to the other party. 15. Applicable Law - Venue: Attorneys' Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding s instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorneys' fees and costs of suit. DATED this day of _ , 2018 CITY OF TUKWILA ALLIANCE ONE RECEIVABLES, INC. Allen Ekberg, Mayor Harry Neerenberg, Vice President/CFO ATTEST/AUTHENTICATED City Clerk APPROVED AS TO FORM: By: City Attorney Alliance One Lease Agreement Page 5 of 6 53 City of Tukwila Agreement Number: 6200 Southcenter Boulevard, Tukwila WA 98188 STATE OF WASHINGTON ss. COUNTY OF KING I certify that I know or have satisfactory evidence that Allan Ekberg is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Mayor of the City of Tukwila to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this day of , 2018. (Print Name) Residing at [Stamp or Seal] My appointment expires STATE OF WASHINGTON COUNTY OF KING ) ss. I certify that I know or have satisfactory evidence that Harry Neerenberg is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it the Executive Director of Sound Cities Association to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this day of , 2018. [Stamp or Seal] Notary Public for Washington (Printed or Stamped Name of Notary) Residing at My appointment expires: 4liance One Lease Agreement Page 6 of 6